EXHIBIT 10.10

Asta Funding, Inc.
Form 10-QSB March 31, 2002
Exhibit 10.10

ASTA FUNDING, INC.

2002 STOCK OPTION PLAN

TABLE OF CONTENTS

1.  PURPOSE...................................................................16

2.  DEFINITIONS...............................................................16

3.  ADMINISTRATION............................................................20

4.  STOCK SUBJECT TO THE PLAN.................................................21

5.  OPTION GRANTS FOR ELIGIBLE INDIVIDUALS....................................22

6.  TERMS AND CONDITIONS APPLICABLE TO ALL OPTIONS............................22

7.  EFFECT OF A TERMINATION OF EMPLOYMENT.....................................24

8.  ADJUSTMENT UPON CHANGES IN CAPITALIZATION.................................24

9.  INTERPRETATION............................................................25

10. TERMINATION AND AMENDMENT OF THE PLAN.....................................25

11. NON-EXCLUSIVITY OF THE PLAN...............................................25

12. LIMITATION OF LIABILITY...................................................25

13. REGULATIONS AND OTHER APPROVALS; GOVERNING LAW............................26

14. MISCELLANEOUS.............................................................26

ASTA FUNDING, INC.

2002 STOCK OPTION PLAN

PURPOSE.

The purpose of this Plan is to strengthen Asta Funding, Inc., (the "Company") by providing an incentive to its employees, officers, directors, and consultants and thereby encouraging them to devote their abilities and industry to the success of the Company's business enterprise. It is intended that this purpose be achieved by extending to employees, officers, directors, and consultants of the Company and its Subsidiaries an added long-term incentive for high levels of performance and unusual efforts through the grant of Incentive Stock Options and Nonqualified Stock Options, as such terms are defined herein.

DEFINITIONS.

For purposes of the Plan:

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the Company or any corporation or other entity acquiring, directly or indirectly, all or substantially all of the assets and business of the Company, whether by operation of law or otherwise.

"Option Agreement" means the written agreement between the Company and an Optionee evidencing the grant of an Option and setting forth the terms and conditions thereof.

"Board" means the Board of Directors of the Company.

"Cause" means, unless otherwise designated by the Plan Committee and set forth in the Option Agreement evidencing the grant of an award or Option:
(i) intentional failure to perform reasonably assigned duties to the Company or any of its Subsidiaries; (ii) dishonesty or willful misconduct in the performance of such duties; (iii) involvement in a transaction in connection with the performance of such duties, which transaction is engaged in for personal profit and is adverse to the interests of the Company or any of its Subsidiaries; or (iv) willful violation of any law, rule or regulation in connection with the performance of such duties (other than traffic violations or similar offenses).

"Change in Capitalization" means any increase or reduction in the number of Shares, or any change (including, but not limited to, a change in value) in the Shares or exchange of Shares for a different number or kind of shares or other securities of the Company, by reason of a reclassification, recapitalization, merger, consolidation, reorganization, spin-off, split-up, issuance of warrants or rights or debentures, stock dividend, stock split or reverse stock split, cash dividend, property dividend, combination or exchange of Shares, repurchase of Shares, change in corporate structure, or otherwise.

A "Change in Control" means the occurrence during the term of the Plan of:

an acquisition (other than directly from the Company) of any voting securities of the Company (the "Voting Securities") by any "Person" (as the term "Person" is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), immediately after which such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of the then-outstanding Shares or the combined voting power of the Company's then-outstanding Voting Securities; provided, however, that in determining whether a Change in Control has occurred, Shares or Voting Securities acquired in a "Non-Control Acquisition" (as hereinafter defined) shall not constitute an acquisition that would cause a Change in Control. A "Non-Control Acquisition" shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (A) the Company or (B) any corporation or other Person if the Company controls such Person's voting power by owning, directly or indirectly, the majority of its voting equity securities or equity interest (for purposes of this definition, a "Subsidiary"); (ii) the Company or its Subsidiaries; or (iii) any Person in connection with a "Non-Control Transaction" (as hereinafter defined);

the individuals who, as of the date of adoption of this Plan by the shareholders of the Company, are members of the Board (the "Incumbent Board"), cease for any reason to constitute a majority of the members of the Board; provided, however, that if the election, or nomination for election by the Company's common stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Plan, be considered a member of the Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a "Proxy Contest"), including by reason of any agreement intended to avoid or to settle any Election Contest or Proxy Contest; or

The consummation of:

a merger, consolidation or reorganization with or into the Company or in which securities of the Company are issued, unless such merger, consolidation, or reorganization is a "Non-Control Transaction." A "Non-Control Transaction" shall mean a merger, consolidation, or reorganization with or into the Company or in which securities of the Company are issued where:

the stockholders of the Company, immediately before such merger, consolidation or reorganization, own directly or indirectly immediately following such merger, consolidation or reorganization, at least fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger or consolidation or reorganization (the "Surviving Corporation") in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, consolidation or reorganization,

the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least two-thirds of the members of the board of directors of the Surviving Corporation, or a corporation beneficially directly or indirectly owning a majority of the Voting Securities of the Surviving Corporation, and

no Person other than (I) the Company, (II) any Subsidiary, (III) any employee benefit plan (or any trust forming a part thereof) that, immediately prior to such merger, consolidation or reorganization, was maintained by the Company or any Subsidiary, or (IV) any Person who, immediately prior to such merger, consolidation or reorganization had Beneficial Ownership of fifty percent (50%) or more of the then-outstanding Voting Securities or Shares, has Beneficial Ownership of fifty percent (50%) or more of the combined voting power of the Surviving Corporation's then-outstanding voting securities or its common stock;

A complete liquidation or dissolution of the Company; or

The sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Subsidiary).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the "Subject Person") acquired Beneficial Ownership of more than the permitted amount of the then-outstanding Shares or Voting Securities as a result of the acquisition of Shares or Voting Securities by the Company which, by reducing the number of Shares or Voting Securities then outstanding, increases the proportional number of shares Beneficially Owned by the Subject Persons, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Shares or Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Shares or Voting Securities which increases the percentage of the then-outstanding Shares or Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.

If an Eligible Individual's employment is terminated by the Company without Cause prior to the date of a Change in Control but the Eligible Individual reasonably demonstrates that the termination (A) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a change in control or (B) otherwise arose in connection with, or in anticipation of, a Change in Control which has been threatened or proposed, such termination shall be deemed to have occurred after a Change in Control for purposes of this Plan provided a Change in Control shall actually have occurred.

"Code" means the Internal Revenue Code of 1986, as amended.

"Company" means Asta Funding, Inc. and any successor corporation within the meaning of Code ss. 424(a) which issues or assumes a stock option in a transaction to which Code ss. 424(a) applies.

"Disability" means:

in the case of an Optionee whose employment with the Company or a Subsidiary is subject to the terms of an employment agreement between such Optionee and the Company or Subsidiary, which employment agreement includes a definition of "Disability", the term "Disability" as used in this Plan or any Option Agreement shall have the meaning set forth in such employment agreement during the period that such employment agreement remains in effect; and

in all other cases, the term "Disability" as used in this Plan or any Option Agreement shall mean a physical or mental infirmity that impairs substantially the Optionee's ability to perform his or her duties for a period of one hundred eighty
(180) consecutive days.

"Eligible Individual" means any officer, employee, or director of the Company or any consultant or advisor to the Company who has been designated by the Plan Committee as eligible to receive Options, subject to the conditions set forth herein. "Eligible Individual" also shall include any person who has agreed to become an officer, employee, director, consultant, or advisor; provided, however, that any Option shall terminate immediately and be forfeited if the Plan Committee determines, in its sole discretion, that such person will not become an officer, employee, director, consultant, or advisor.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Fair Market Value" on any date means the closing sales prices of the Shares on such date on the principal national securities exchange on which the Shares are listed or admitted to trading, or, if the Shares are not so listed or admitted to trading, the average of the per Share closing bid price and per Share closing asked price on such date as quoted on the National Association of Securities Dealers Automated Quotation System or such other market in which such prices are regularly quoted, or, if there have been no published bid or asked quotations with respect to Shares on such date, the Fair Market Value shall be the value established by the Board in good faith and, in the case of an Incentive Stock Option, in accordance with Code ss. 422.

"Incentive Stock Option" means an Option satisfying the requirements of Code ss. 422 and designated by the Plan Committee as an Incentive Stock Option.

"Mature Shares" means Shares that have been held by the Optionee for more than six months.

"Nonemployee Director" means a director of the Company who is a "nonemployee director" within the meaning of Rule 16b-3 promulgated under the Exchange Act.

"Nonqualified Stock Option" means an Option that is not an Incentive Stock Option.

"Option" means a Nonqualified Stock Option, an Incentive Stock Option, or either of them.

"Optionee" means a person to whom an Option has been granted under the Plan.

"Outside Director" means a director of the Company who is an "outside director" within the meaning of Code ss. 162(m) and the regulations promulgated thereunder.

"Parent" means any corporation that is a parent corporation (within the meaning of Code ss. 424(e)) with respect to the Company.

"Plan" means the Asta Funding Inc. 2002 Stock Option Plan, as amended and restated from time to time.

"Plan Committee" means a committee, as described in Section 0, appointed by the Board of Directors to administer the Plan and to perform the functions set forth herein. If at any time there is no Plan Committee, the Plan Committee's functions shall be performed by the Board.

"Securities Act" means the Securities Act of 1933, as amended.

"Shares" means the common stock, par value $0.01 per share, of the Company.

"Subsidiary" means any corporation that is a subsidiary corporation (within the meaning of Code ss. 424(f)) with respect to the Company.

"10-Percent Shareholder" means an Eligible Individual, who, at the time an Incentive Stock Option is to be granted to him or her, owns (within the meaning of Code ss. 422(b)(6)) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, or of a Parent or a Subsidiary.

ADMINISTRATION.

The Plan shall be administered by the Plan Committee, which shall hold meetings at such times as may be necessary for the proper administration of the Plan. The Plan Committee shall keep minutes of its meetings. A quorum shall consist of not fewer than two members of the Plan Committee and a majority of a quorum may authorize any action. Any decision or determination reduced to writing and signed by a majority of all of the members of the Plan Committee shall be as fully effective as if made by a majority vote at a meeting duly called and held. The Plan Committee shall consist of at least two (2) directors of the Company and may consist of the entire Board; provided, however, that (A) if the Plan Committee consists of less than the entire Board, each member shall be a Nonemployee Director; and (B) to the extent necessary for any Option or Award intended to qualify as performance-based compensation under Code ss. 162(m) to so qualify, each member of the Plan Committee, whether or not it consists of the entire Board, shall be an Outside Director. No member of the Plan Committee shall be liable for any action, failure to act, determination or interpretation made in good faith with respect to this Plan or any transaction hereunder, except for liability arising from his or her own willful misfeasance, gross negligence, or reckless disregard of his or her duties. The Company hereby agrees to indemnify each member of the Plan Committee for all costs and expenses and, to the extent permitted by applicable law, any liability incurred in connection with defending against, responding to, negotiating for the settlement of, or otherwise dealing with any claim, cause of action or dispute of any kind arising in connection with any actions in administering this Plan or in authorizing or denying authorization to any transaction hereunder.

Subject to the express terms and conditions set forth herein, the Plan Committee shall have the power from time to time to:

determine those Eligible Individuals to whom Options shall be granted under the Plan and the number of such Options to be granted and to prescribe the terms and conditions (which need not be identical) of each such Option, including the purchase price per Share subject to each Option, and make any amendment or modification to any Option Agreement consistent with the terms of the Plan;

to construe and interpret the Plan and the Options granted hereunder and to establish, amend and revoke rules and regulations for the administration of the Plan, including, but not limited to, correcting any defect or supplying any omission, or reconciling any inconsistency in the Plan or in any Option Agreement, in the manner and to the extent it shall deem necessary or advisable so that the Plan complies with applicable law including Rule 16b-3 under the Exchange Act and the Code to the extent applicable, and otherwise to make the Plan fully effective. All decisions and determinations by the Plan Committee in the exercise of this power shall be final, binding and conclusive upon the Company, its Subsidiaries, the Optionees, and all other persons having any interest therein;

to determine the duration and purposes for leaves of absence which may be granted to an Optionee on an individual basis without constituting a termination of employment or service for purposes of the Plan;

to exercise its discretion with respect to the powers and rights granted to it as set forth in the Plan; and

generally, to exercise such powers and to perform such acts as are deemed necessary or advisable to promote the best interests of the Company with respect to the Plan.

STOCK SUBJECT TO THE PLAN.

The maximum number of Shares that may be made the subject of Options granted under the Plan is five hundred thousand (500,000) shares. The maximum number of Shares with respect to which an Eligible Individual may be granted Options during any fiscal year of the Plan is seventy-five thousand (75,000) shares, and the maximum dollar amount that any Eligible Individual may receive during the term of the Plan in respect of Options denominated in dollars is $1,000,000. Upon a Change in Capitalization, the maximum number of Shares referred to in the first two sentences of this Section 4.1 shall be adjusted in number and kind pursuant to Section 10. The Company shall reserve for the purposes of the Plan, out of its authorized but unissued Shares or out of Shares held in the Company's treasury, or partly out of each, such number of Shares as shall be determined by the Board.

Upon the granting of an Option, the number of Shares available under
Section 4.1 for the granting of further Options shall be reduced as follows: In connection with the granting of an Option, the number of Shares shall be reduced by the number of Shares in respect of which the Option or Award is granted or denominated.

Whenever any outstanding Option or Award or portion thereof expires, is canceled or is otherwise terminated for any reason without having been exercised or payment having been made in respect of the entire Option or Award, the Shares allocable to the expired, canceled or otherwise terminated portion of the Option or Award may again be the subject of Options or Awards granted hereunder.

Unless otherwise stated in the applicable Option Agreement, whenever any portion of the purchase price of an Option is paid in previously owned Shares, the Optionee shall be granted a new Option covering the same number of Shares used to pay such portion of the purchase price. Such new Option shall have a per share purchase price equal to the Fair Market Value of a Share on the date of exercise of the first Option, shall be exercisable six months after the date of grant of the new Option, and shall terminate on the same date as the first Option.

OPTION GRANTS FOR ELIGIBLE INDIVIDUALS.

Authority of Plan Committee. Subject to the provisions of the Plan, the Plan Committee shall have full and final authority to select those Eligible Individuals who will receive Options, and the terms and conditions of the grant to such Eligible Individuals shall be set forth in an Option Agreement; provided, however, that no person shall receive any Incentive Stock Option unless he or she is an employee of the Company, a Parent, or a Subsidiary at the time the Incentive Stock Option is granted.

Purchase Price. The purchase price or the manner in which the purchase price is to be determined for Shares under each Option shall be determined by the Plan Committee and set forth in the Option Agreement; provided, however, that the purchase price per Share under each Incentive Stock Option shall not be less than 100% of the Fair Market Value of a Share on the date the Option is granted (110% in the case of an Incentive Stock Option granted to a 10-Percent Shareholder).

Maximum Duration. Options granted hereunder shall be for such term as the Plan Committee shall determine; provided that an Incentive Stock Option shall not be exercisable after the expiration of ten (10) years from the date it is granted (five (5) years in the case of an Incentive Stock Option granted to a 10-Percent Shareholder), and a Nonqualified Stock Option shall not be exercisable after the expiration of ten (10) years from the date it is granted. The Plan Committee may, subsequent to the granting of any Option, extend the term thereof, but in no event shall the term as so extended exceed the maximum term provided for in the preceding sentence.

Vesting. Unless otherwise designated by the Plan Committee and set forth in the Option Agreement evidencing the grant of an Option, or unless accelerated pursuant to Section 6.4, Options shall become fully vested and exercisable with respect to 33.3% of the Shares subject thereto on the first, second and third anniversaries of the date of grant; provided, however, that the Optionee must be employed by, or otherwise in the service of, the Company or an Affiliate on such anniversary date for the vesting to take place. The Plan Committee may accelerate the exercisability of any Option or portion thereof at any time.

Modification. No modification of an Option shall alter adversely or impair any rights or obligations under the Option without the Optionee's consent.

TERMS AND CONDITIONS APPLICABLE TO ALL OPTIONS.

Non-Transferability. Unless set forth in the Option Agreement evidencing an Incentive Stock Option at the time of grant or at any time thereafter, an Option granted hereunder shall not be transferable by the Optionee to whom granted except by will or the laws of descent and distribution or pursuant to a domestic relations order (within the meaning of Rule 16a-12 promulgated under the Exchange Act), and an Option may be exercised during the lifetime of such Optionee only by the Optionee or his or her guardian or legal representative. The terms of such Option shall be final, binding, and conclusive upon the beneficiaries, executors, administrators, heirs and successors of the Optionee.

Method of Exercise.

The exercise of an Option shall be made only by a written notice delivered in person or by mail to the Secretary of the Company at the Company's principal executive office, specifying the number of Shares to be purchased and accompanied by payment therefor and otherwise in accordance with the Option Agreement pursuant to which the Option was granted.

The purchase price for any Shares purchased pursuant to the exercise of an Option shall be paid, as determined by the Plan Committee in its discretion, in either of the following forms (or any combination thereof): (i) cash or (ii) the transfer of Mature Shares to the Company upon such terms and conditions as determined by the Plan Committee. In addition, Options may be exercised through a registered broker-dealer pursuant to such cashless exercise procedures (other than Share withholding) that are, from time to time, deemed acceptable by the Plan Committee. Any Mature Shares transferred to the Company as payment of the purchase price under an Option shall be valued at their Fair Market Value on the day preceding the date of exercise of such Option.

When the Optionee delivers the Option Agreement evidencing the Option to the Secretary of the Company, the Secretary shall endorse thereon a notation of such exercise and return the Option Agreement to the Optionee. No fractional Shares (or cash in lieu thereof) shall be issued upon exercise of an Option, and the number of Shares that may be purchased upon exercise shall be rounded to the nearest number of whole Shares.

Rights of Optionees. Optionee shall not be deemed for any purpose to be the owner of any Shares subject to any Option unless and until (i) the Option shall have been exercised pursuant to the terms thereof; (ii) the Company shall have issued and delivered Shares to the Optionee; and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend, and other ownership rights with respect to such Shares, subject to such terms and conditions as may be set forth in the applicable Option Agreement.

Effect of Change in Control. In the event of a Change in Control, then each outstanding Option shall (a) be deemed to be fully vested and exercisable immediately prior to the effective time of the Change in Control (including Shares that would not be vested or exercisable otherwise); and (b) be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. For the purposes of this paragraph, an outstanding Option shall be considered assumed if, following the consummation of the Change in Control, the Option confers the right to purchase or receive, for each Share subject to the Option immediately prior to the consummation of the Change in Control, the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share of Optioned Stock subject to the Option, to be solely common stock of the successor corporation or its Parent or Subsidiary equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Control.

EFFECT OF A TERMINATION OF EMPLOYMENT.

The Option Agreement evidencing the grant of each Option may set forth the terms and conditions applicable to such Option upon a termination or change in the status of the employment of the Optionee by the Company or a Subsidiary (including a termination or change by reason of the sale of the Subsidiary), which shall be as the Plan Committee may, in its discretion, determine at the time the Option is granted or thereafter. In the absence of such provisions in an Option Agreement and unless specifically set forth in an Option Agreement to the contrary, the following rules shall apply:

In the event that an Optionee's employment or service with the Company is terminated for Cause, any and all Options granted to the Optionee hereunder that have not been exercised or paid as of the date of such Optionee's termination of employment shall immediately terminate, lapse, or be forfeited.

In the event that an Optionee's employment or service with the Company terminates due to death or Disability, all Options owned by such Optionee may be exercised, to the extent exercisable on the date of termination of employment, at any time within one year after such date of termination (at the end of which period, all such Options shall lapse), by such decedent's executors or personal administrators or by such disabled Optionee.

In the event that an Optionee's employment or service with the Company terminates for any reason other than those set forth in paragraphs 0 or 0 above, all Options held by such Optionee shall be exercisable, but only to the extent exercisable on the date of termination of employment, by such Optionee for a period of up to the earlier of (A) ninety (90) days after such termination of employment; and (B) the expiration date of such Options. At the end of such period, all such Options shall lapse.

ADJUSTMENT UPON CHANGES IN CAPITALIZATION.

In the event of a Change in Capitalization, the Plan Committee shall determine conclusively the appropriate adjustments, if any, to (a) the maximum number and class of Shares or other stock or securities with respect to which Options may be granted under the Plan; (b) the maximum number and class of Shares or other stock or securities with respect to which Options or Awards may be granted to any Eligible Individual during the term of the Plan; (c) the number and class of Shares or other stock or securities subject to outstanding Options or Awards granted under the Plan and the purchase price therefor, if applicable; and (d) the Performance Objectives.

Any such adjustment in the Shares or other stock or securities subject to outstanding Incentive Stock Options (including any adjustments in the purchase price) shall be made in such a manner as shall not constitute a modification as defined by Code ss. 424(h)(3) and only to the extent otherwise permitted by Code ss.ss. 422 and 424.

If, by reason of a Change in Capitalization, an Optionee shall be entitled to exercise an Option with respect to, new, additional, or different shares of stock or securities, such new, additional, or different shares shall thereupon be subject to all of the conditions, restrictions, and performance criteria that were applicable to the Shares subject to the Award or Option, as the case may be, prior to such Change in Capitalization.

INTERPRETATION.

The Plan is intended to comply with Rule 16b-3 promulgated under the Exchange Act, and the Plan Committee shall interpret and administer the provisions of the Plan or any Option Agreement in a manner consistent therewith. Any provisions inconsistent with such Rule shall be inoperative and shall not affect the validity of the Plan.

Unless otherwise expressly stated in the relevant Option Agreement, each Option granted under the Plan is intended to be performance-based compensation within the meaning of Code ss. 162(m)(4)(C). The Plan Committee shall not be entitled to exercise any discretion otherwise authorized hereunder with respect to such Options or Awards if the ability to exercise such discretion or the exercise of such discretion itself would cause the compensation attributable to such Options or Awards to fail to qualify as performance-based compensation.

TERMINATION AND AMENDMENT OF THE PLAN.

The Plan shall terminate on the day preceding the tenth anniversary of the date of its adoption by the Board, and no Option may be granted thereafter. The Board may terminate the Plan sooner, and the Board may at any time and from time to time amend, modify, or suspend the Plan; provided, however, that:

no such amendment, modification, suspension, or termination shall impair or adversely alter any Options theretofore granted under the Plan, except with the consent of the Optionee, nor shall any amendment, modification, suspension, or termination deprive any Optionee of any Shares that he or she may have acquired through or as a result of the Plan; and

to the extent necessary under applicable law, no amendment shall be effective unless approved by the stockholders of the Company in accordance with applicable law.

NON-EXCLUSIVITY OF THE PLAN.

The adoption of the Plan by the Board shall not be construed as amending, modifying, or rescinding any previously approved incentive arrangement or as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases.

LIMITATION OF LIABILITY.
As illustrative of the limitations of liability of the Company, but not intended to be exhaustive thereof, nothing in the Plan shall be construed to:

give any person any right to be granted an Option or Award other than at the sole discretion of the Plan Committee;

give any person any rights whatsoever with respect to Shares except as specifically provided in the Plan;

limit in any way the right of the Company or any Subsidiary to terminate the employment of any person at any time; or

be evidence of any agreement or understanding, expressed or implied, that the Company will employ any person at any particular rate of compensation or for any particular period of time.

REGULATIONS AND OTHER APPROVALS; GOVERNING LAW.

Governing Law. Except as to matters of federal law, the Plan and the rights of all persons claiming hereunder shall be construed and determined in accordance with the laws of the State of Delaware without giving effect to conflicts of laws principles thereof.

Delivery of Shares. The obligation of the Company to sell or deliver Shares with respect to Options granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Plan Committee.

Changes. The Board may make such changes as may be necessary or appropriate to comply with the rules and regulations of any government authority, or to obtain for Eligible Individuals granted Incentive Stock Options the tax benefits under the applicable provisions and regulations promulgated thereunder.

Registration. Each Option and Award is subject to the requirement that, if at any time the Plan Committee determines, in its discretion, that the listing, registration, or qualification of Shares issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Option or Award or the issuance of Shares, no Options or Awards shall be granted or payment made or Shares issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions as acceptable to the Plan Committee.

Regulatory Restrictions. Notwithstanding anything contained in the Plan or any Option Agreement to the contrary, in the event that the disposition of Shares acquired pursuant to the Plan is not covered by a then-current registration statement under the Securities Act, and is not otherwise exempt from such registration, such Shares shall be restricted against transfer to the extent required by the Securities Act and Rule 144 or other regulations thereunder. The Plan Committee may require any individual receiving Shares pursuant to an Option or Award granted under the Plan, as a condition precedent to receipt of such Shares, to represent and warrant to the Company in writing that the Shares acquired by such individual are acquired without a view to any distribution thereof and will not be sold or transferred other than pursuant to an effective registration thereof under said Act or pursuant to an exemption applicable under the Securities Act or the rules and regulations promulgated thereunder. The certificates evidencing any of such Shares shall be appropriately amended to reflect their status as restricted securities as aforesaid.

MISCELLANEOUS.

Multiple Option Agreements. The terms of each Option or Award shall be stated in an agreement between the Company and the Eligible Individual in a form approved by the Plan Committee. The Eligible Individual must execute and deliver the agreement to the Company as a condition to the effectiveness of the Option or Award. All such agreements may contain all terms and conditions as the Plan Committee considers advisable that are not inconsistent with the Plan, including, but not limited to, transfer restrictions, repurchase rights, rights of first refusal, non-compete, non-solicitation and confidentiality covenants, forfeiture provisions, representations and warranties of the Eligible Individual and provisions to ensure compliance with all applicable laws, regulations and rules. The terms of each Option or Award may differ from other Options or Awards granted under the Plan at the same time, or at some other time. The Plan Committee may also grant more than one Option or Award to a given Eligible Individual during the term of the Plan, either in addition to, or in substitution for, one or more Options or Awards previously granted to that Eligible Individual.

Withholding of Taxes.

At such times as an Optionee recognizes taxable income in connection with the receipt of Shares or cash hereunder (a "Taxable Event"), the Optionee shall pay to the Company an amount equal to the federal, state, and local income taxes and other amounts as may be required by law to be withheld by the Company in connection with the Taxable Event (the "Withholding Taxes") prior to the issuance, or release from escrow, of such Shares or the payment of such cash. The Company shall have the right to deduct from any payment of cash to an Optionee an amount equal to the Withholding Taxes in satisfaction of the obligation to pay Withholding Taxes. In satisfaction of the obligation to pay Withholding Taxes to the Company, the Optionee may make a written election (the "Tax Election"), which may be accepted or rejected in the discretion of the Plan Committee, to have withheld a portion of the Shares then issuable to him or her having an aggregate Fair Market Value equal to the Withholding Taxes.

If an Optionee makes a disposition, within the meaning of Code ss. 424(c) and regulations promulgated thereunder, of any Share or Shares issued to such Optionee pursuant to the exercise of an Incentive Stock Option within the two-year period commencing on the day after the date of the grant or within the one-year period commencing on the day after the date of transfer of such Share or Shares to the Optionee pursuant to such exercise, the Optionee shall, within ten (10) days of such disposition, notify the Company thereof, by delivery of written notice to the Company at its principal executive office.

Effective Date. The effective date of this Plan shall be as determined by the Board, subject only to approval, pursuant to Code ss. 422(b)(2), by the affirmative vote of a majority of the Company's stockholders present or represented at a meeting of stockholders duly held in accordance with the applicable laws of the State of Delaware within twelve (12) months of the adoption of the Plan by the Board, and entitled to vote at such meeting.

EXHIBIT 10.11

Asta Funding, Inc.
Form 10-QSB March 31, 2002
Exhibit 10.11

SERVICING AGREEMENT

THIS SERVICING AGREEMENT (the "Agreement") is made this __ day of August, 2001, by and between Gulf State Credit, L.L.C., a Delaware limited liability company, as servicer (the "Servicer"), OSI Portfolio Services, Inc., a Delaware corporation ("OSI") as guarantor with respect to certain obligations of Servicer as provided herein, Computer Finance, LLC, a Delaware limited liability company (the "Investor") and Greenwich Capital Financial Products, Inc., a Delaware corporation, as Investor's lender and third-party beneficiary to this Agreement (the "Lender").

W I T N E S S E T H

WHEREAS, the Investor has purchased various consumer, retail loans and credit card accounts receivable (collectively the "Purchased Accounts", which are to be the [odd] [even] numbered accounts on the electronic tape listing the Purchased Accounts (as of May 31, 2001) provided by Investor to Servicer, from Computer Receivable Acquisition Group, LLC, a Delaware limited liability company ("CRAG"), which simultaneously purchased such Purchased Accounts from YOUR:)BANK.COM, a Utah industrial loan corporation ("Seller") and a subsidiary of Gateway, Inc., a Delaware corporation ("Gateway")), pursuant to the Purchase Agreements);

WHEREAS, the Investor intends to transfer servicing responsibility with respect to the Purchased Accounts from Associates Commerce Solutions ("Associates") to the Servicer and to retain the Servicer to assist in such transfer; and

WHEREAS, following the transfer of servicing from Associates to Servicer, the Servicer will administer and service the Purchased Accounts in its capacity as Servicer pursuant to this Agreement;

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements of the parties hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Definitions. For all purposes of this Servicing Agreement as it may from time to time be amended, supplemented or otherwise modified in accordance with the terms hereof (this "Agreement"), except as otherwise expressly provided herein or unless the context otherwise requires, capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Purchase Agreements, true copies of which are attached hereto as Composite Exhibit "A". All other capitalized terms used herein shall have the meanings specified herein. All terms expressed herein in the singular or the plural shall include the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and neuter.

"Agreement" means this Servicing Agreement, including any exhibits or schedules hereto.

"Collection Account" means the account number K100-95961 maintained at Chase Manhattan Bank by Lender into which all funds received in respect of Purchased Accounts, including all funds deposited in the Lockbox Account, shall be deposited or transferred, or any successor lockbox account that may be established by Investor and Lender.

"Expenses" means the costs incurred by the Servicer at the rates indicated in the attached Schedule I in connection with: (a) the Lockbox Account pursuant to Section 3 of this Agreement, including the costs of establishing and maintaining the Lockbox to the extent they relate, or are reasonably allocable, to the Purchased Accounts, (b) fees paid to credit bureaus including initial inquiries and additional reporting, (c) mail costs including the initial hello/goodbye letter, monthly billing statements, and dunning letters, (d) scrubbing fees including the costs of identifying bankrupt and deceased Purchased Account Customers, and (e) third party skip tracing fees.

"First Bucket Contract" means a Purchased Account which was not more than 180 days delinquent (determined on a recency basis) as of the first day of each calendar month, and which remains not more than 180 days delinquent (determined on a recency basis) while it remains a part of the Investor Property.

"FUNB" means First Union National Bank, N.A.

"Hello Letter" means the form of letter attached as Exhibit B

"Investor" shall have the meaning assigned to such term in the introductory paragraph.

"Investor Property" means, collectively, all Purchased Accounts identified on Schedule 1 the disks or tapes delivered to the Investor pursuant to Section 2.4 of each of the Purchase Agreements and purchased by the Investor under the Purchase Agreements. "Investor Property" shall not include any Purchased Accounts sold pursuant to Section 7 of this Agreement.

"Lockbox" means lockbox number [Servicer to supply] established by FUNB pursuant to the Lockbox Agreement.

"Lockbox Account" means the account number 2000013942917 maintained at FUNB in the name of the Investor on behalf of itself and Lender into which all funds received in respect of the Purchased Accounts shall be deposited or any successor collection account that may be established by Investor and Lender.

"Lockbox Agreement" means the Lockbox Agreement dated [Servicer to supply] among FUNB, Serivcer and OSI.

"Monthly Period" means, as to any Report Date, the calendar month immediately preceding the calendar month in which such Report Date occurs (or, with respect to the first Report Date, the period from the Transfer Date to and including the last day of the calendar month immediately preceding the calendar month in which such Report Date occurs).

"Purchased Accounts" shall have the meaning assigned to that term in the first "Whereas" clause of this Agreement.

"Purchased Account Customer" means the persons being legally obliged to pay to Investor the amount stated as due on the Purchased Account.

"Purchased Account Document" means, with respect to any Purchased Account, any application, agreement, billing statement notice, correspondence or other information in the Servicer's possession that relates to such Purchased Account. Purchased Account Documents may include, without limitation, the original documents or copies thereof, whether by photocopy, microfiche, microfilm or other reproduction process. Excluded from the definition of Purchased Account Document is any correspondence, report, information, internal analyses, sensitive attorney-client privileged documents, internal memoranda, documents, credit information, regulatory reports, and/or internal assessments of valuation of such Purchased Account, and any other documents relating to a Purchased Account that may be, but are not necessarily, missing or excluded (whether intentionally or unintentionally).

"Purchase Agreements" means that certain Account Purchase Agreement dated August 15, 2001 (a true copy of which is attached as Exhibit B), and that certain Charge-Off Account Purchase Agreement dated as of August 15, 2001 (a true copy of which is attached as Exhibit A), each among Seller, CRAG, Gateway, EMCC, Inc. ("EMCC") and Asta Funding, Inc. ("Asta").

"Report Date" means fifteen days following the end of each Monthly Period, commencing September 15, 2001.

"Second Bucket Contract" means a Purchased Account which was either (a) 181 or more days delinquent (determined on a recency basis) as of the first day of each calendar month, or (b) becomes at least 181 days delinquent (determined on a recency basis) as of the first day of each calendar month, or such other time period as is mutually agreed by Servicer, Investor and Lender.

"Servicer" shall mean, initially, Gulf State Credit, L.L.C., together with its successors and assigns as permitted thereunder, or any subsequent servicer as the Investor may designate pursuant to Section 18 of this Agreement.

"Servicer Event of Default" shall mean, for purposes of this Agreement, any one or all of the following:

any failure by the Servicer to make any payment, transfer or deposit or deliver to the Collection Account any proceeds or payment later than one business day of the date such proceeds or payment are required to be so delivered under the terms of this Agreement;

default in the performance, or breach of any covenant of the Servicer in this Agreement and continuance of such default or breach or a period of 30 days after the date on which written notice, specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder shall have been given to the Servicer by the Lender and/or the Investor;

the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator, receiver or liquidator for the Servicer in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period for 30 consecutive days;

the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or the consent by the Issuer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of partnership action by the Servicer in furtherance of any of the foregoing;

the Servicer shall fail to notify the Trustee in writing of any Servicer Event of Default that it discovers within three Business Days of such discovery; or

the Investor, or the Lender, on behalf of Investor, provides reasonable evidence to the Servicer that (i) the Servicer has failed to service the Investor Property using practices and resource levels similar to those applied to other portfolios serviced by the Servicer and which are of like quality to the Investor Property, and (ii) such failure has resulted in a pattern of recovery rates with respect to the Investor Property which is significantly below the historical recover rates on such other portfolios; provided, however, that a Servicer Event of Default pursuant to this paragraph (f) until after the expiration of a thirty-day period for the Servicer to implement, to the Investor's reasonable satisfaction, commercially reasonable alternative servicing strategies as suggested by the Investor.

"Servicing Transfer Tasks" shall have the meaning ascribed to such term in Section 2 of this Agreement.

"Subservicers" means, with respect to the Servicer, any subservicer or contingent collection agent with whom the Servicer enters into an agreement.

"Transfer Date" means October 1, 2001 or such other date on which the Servicer shall have commenced to perform its responsibilities as Servicer hereunder.

Transfer Date.

On and as of the Transfer Date, Servicer shall commence servicing the Purchased Accounts on behalf of Investor, provided that (i) all representations and warranties in Section 6 hereof are true as of the Transfer Date, and (2) Servicer has performed in all material respects all of the servicing tasks ("Servicing Transfer Tasks") set forth in Schedule II attached hereto. On request of the Investor or the Lender, the Servicer, to secure the interests of the Investor, will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged, and delivered, any and all such further acts, instruments, paper and documents as may be reasonably necessary to secure any interest in any Purchased Account, whether an ownership or security interest.

Operational.

Effective as of the Transfer Date, the Investor hereby appoints the Servicer as the servicer for collection of the Purchased Accounts, and the Investor will place all Purchased Accounts with the Servicer for collection on the terms and at the collection rates as set forthherein. For First Bucket Contracts, the Investor hereby appoints the Servicer as first party servicer under this Agreement, acting in the name of the Investor. For Second Bucket Contracts, the Investor hereby appoints the Servicer as third party collection agent, acting as Gulf State Credit, L.L.C. on behalf of the Investor.

The Servicer will be entitled to payment of its servicing fee from the amounts collected during the related Monthly Period. No later than five business days after the last day of any Monthly Period, the Servicer shall deliver to Lender and Investor an invoice for the fees described in Sections 3(c) and 3(d) for such Monthly Period. Investor shall pay such invoices, subject to any good faith dispute, from funds available in the Collection Account no later than two days after the Report Date.

As first party servicer for First Bucket Contracts, the Servicer will earn a servicing fee equal to a per full time equivalent collector fee of $4,500 per collector per month.

As third party collection agent, for Second Bucket Contracts, the Servicer will earn a servicing fee, in accordance with the attached Schedule I, on gross collections received by the Servicer with respect to Purchased Accounts with the following exceptions:

The Servicer shall receive a servicing fee equal to forty percent (40%) of gross collections received from Servicer's Litigation Network of attorneys and law firms with whom the Servicer has entered into a collection agreement. The Investor shall be responsible for paying to Servicer all costs associated with such legal collections, including court costs and attorney's fees on a monthly basis; and

The Servicer shall not receive any servicing fee on collections received from a Subservicer other than Affiliates of Servicer which Affiliates will not charge a fee to Investor.

A Purchased Account which becomes a Second Bucket Contract shall be considered to remain a Second Bucket Contract, whether or not the Purchased Account remains delinquent.

As the servicer for collection of the Purchased Accounts, Servicer is granted full and complete authority to take all actions deemed appropriate in the ordinary course of its business including, but not limited to, (1) contacting Purchased Account Customers, (2) compromising, settling or releasing balances, (3) pursuing litigation in civil, bankruptcy or probate courts (provided no such litigation shall be commenced unless the debt owed by the obligor owns a home or has at least two open lines of credit or the Investor otherwise agrees, and (4) using third parties for purposes of skiptracing.

On or prior to August 29, 2001, the Servicer shall establish the Lockbox. On or prior to the Transfer Date, the Investor shall establish the Lockbox Account. Pursuant to the Transition Servicing Tasks, the Servicer shall cause all Purchased Account Customers to remit all payments due on the Purchased Accounts to the Lockbox. Prior to the operational date of the Lockbox Account, Servicer shall process all funds remitted to the Lockbox as follows:

all funds shall be identified within two business days of their receipt by Servicer;

all funds processed by Servicer that do not relate to the Purchased Accounts shall be distributed to Seller (or as otherwise directed by Investor) within one business day of such identification; and

all funds relating to the Purchased Accounts shall be transferred to the Lockbox Account within one business day of such identification.

The Servicer will direct FUNB to deposit all collections into the Lockbox Account within two Business Days of receipt. The Investor will cause all collected funds on deposit in the Lockbox Account to be swept to the Collection Account daily. The Servicer covenants to use its reasonable best efforts to make amendments to the Lockbox Agreement, as requested in writing by the Investor, within one week of receipt of such request from the Investor.

Servicer shall maintain files on the Purchased Accounts containing complete notes and documentation of all billings, payments, credits fees and collection activities.

Servicer shall accurately and timely code all accounts for status on Servicer's ATLAS system and timely notify the Investor of the correct status codes upon return of the Purchased Accounts

Relationship

The parties intend that the Servicer, performing the specified services, shall act as an independent contractor and shall not be deemed to be an employee of the Investor. Nothing in this Agreement is intended to or shall be construed to constitute or establish a joint venture, partnership or fiduciary relationship between the parties, and no party shall have the right or authority to act for or on behalf of the other with respect to any matter, except as specifically authorized herein.

Representations, Warranties and Covenants of the Servicer

Representations and Warranties. The Servicer and OSI jointly and severally make the following representations and warranties as of the date hereof, the Closing Date and the Transition Date:

Due Organization; Authorization; Enforceability. Each of the Servicer and OSI is duly organized, validly existing and in good standing as a Delaware limited liability company, and the Servicer's and OSI's execution, delivery, and performance of this Agreement are within the Servicer's and OSI's corporate powers and have been duly authorized by all necessary corporate action and are not in conflict with any law or regulation applicable to the Servicer or OSI or the terms of the Servicer's and OSI's organizational documents or articles of incorporation, charter or bylaws, as applicable. This Agreement is a legal, valid and binding obligation of Servicer and OSI, enforceable against the Servicer and OSI in accordance with its terms except as limited by (a) bankruptcy, insolvency or similar laws affecting creditors' rights generally and (b) equitable principles of general applicability.

Power and Authority. As of the Transfer Date, each of the Servicer and OSI has the requisite power and authority to enter into the transactions contemplated by this Agreement and has obtained all necessary licenses, approvals and consents (to the extent required) to enter into the Agreement and perform its obligations hereunder. Consummation by the Servicer and OSI of the transactions contemplated hereunder and performance hereunder will not violate any order of any court or governmental body having competent jurisdiction, nor any law or regulation that applies to Servicer or OSI.

Adverse Proceedings. There is no proceeding, action, investigation, or litigation pending or, to the best of Servicer's and OSI's knowledge, threatened against Servicer or OSI which individually or in the aggregate may have a material adverse effect on Servicer or OSI, this Agreement, or on any action taken or to be taken in connection with Servicer's obligations contemplated herein, or which would be likely to impair materially its ability to perform under the terms of this Agreement.

Experience and Compliance. The Servicer is knowledgeable about, and experienced in, complying with all applicable legal requirements and collection practices.

No Other Representations. The Servicer makes no other representations or warranties, express or implied, with respect to any of the Purchased Accounts other than as specifically set forth in this
Section 5.

Covenants.

Compliance with Law. In the fulfillment of Servicer's obligations under this Agreement, Servicer shall not engage in, and no person under its direct control or direction shall engage in, any fraudulent activity or other activity which would constitute a violation of law or other governmental requirement. Without limiting the foregoing, Servicer will continue to comply with all applicable laws (including the FDCPA), and any rules, regulations, judgments, decrees and orders having the force or effect of law, relating to the collection of consumer debt.

No Solicitation of Purchased Account Customers. For any purpose other than collection of the applicable Purchased Account(s). Servicer shall not, and it shall cause its officers, directors, employees, agents, affiliates, successors and assigns not to, sell, transfer or otherwise provide any information regarding a Purchased Account or a Purchased Account Customer to any direct or indirect competitor of Gateway listed on Schedule 6.2 to the Purchase Agreement. Servicer acknowledges that Investor and Lender would be irreparably harmed by any breach of this Section 5(b)(2), and that it would be difficult to compensate them fully with money damages for a violation of this Section 5(b)(2). Accordingly, Servicer agrees that Investor and/or Lender shall be entitled to temporary and permanent injunctive relief to enforce this Section 5(b)(2); provided, however, that nothing herein shall be deemed to limit or supplant the right of Investor or Lender to seek and recover money damages for any breach of this Section 5(b)(2) in addition to the equitable remedies provided herein.

Servicing Standards. The Servicer, will service the Purchased Accounts with the same care it would exercise with respect to (a) similar consumer receivables held for investment in Servicer's own portfolio, (b) in other portfolios of similar receivables serviced by the Servicer and (c) in accordance with the standards described in the attached Schedule II.

Certain Duties of Servicer. Servicer agrees to service the Purchased Accounts, as follows:

Servicer shall take all actions, means, methods, and procedures to collect on the Purchased Accounts in accordance with its regular business practices and judgment.

Servicer shall furnish to Investor and Lender, on a monthly basis, reports of all payments and collections of the Purchased Accounts.

Servicer shall furnish to Investor and Lender, on a monthly basis, a report summarizing the status of servicing and collection efforts for the Purchased Accounts.

Servicer shall maintain files on the Purchased Accounts containing complete notes and documentation of all billings, payments, credits, fees, and collection activities.

Servicer shall accurately and timely code all accounts for status on Servicer's ATLAS system and timely notify Investor and Lender of the correct status codes upon return of the Purchased Accounts.

No Lien. Except as required in connection with this Agreement, and to secure the interests of the Investor, the Servicer will not grant any person or entity, other than the Investor, any interest in any Purchased Account, whether an ownership or security interest.

Documents. The Servicer shall hold for the account of the Investor (to the extent of its interest therein) any document evidencing or securing a Purchased Account. Such holding by the Servicer shall be deemed to be the holding thereof by the Investor for purposes of perfecting the Investor's rights therein as provided in the New York Uniform Commercial Code.

Servicer Not to Resign. Unless Lender on behalf of Investor otherwise consents in writing:

Servicer shall not resign from the obligations and duties imposed on it by this Agreement as the Servicer and a new Servicer shall assume the duties of Servicer herein only upon a determination that the performance of such duties under this Agreement is no longer permissible under applicable law. Any such determination permitting the resignation of Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to Investor and Lender. No such resignation shall become effective until a successor Servicer shall have assumed the responsibilities and obligations of Servicer hereunder.

The duties and obligations of Servicer under this Agreement shall continue until this Agreement expires or shall have been terminated and shall survive the exercise by the parties of any right or remedy under this Agreement, or the enforcement by the parties of any provision of this Agreement.

Insurance. The Servicer shall maintain and shall cause the Servicer's subcontractors to maintain:

workers' compensation insurance as prescribed by the law of the state in which the service is performed;

commercial general liability insurance, with limits of at least $1,000,000 combined single limit for bodily injury and property damage for each occurrence; and

professional liability insurance covering liabilities for loss due to negligent acts, errors or omissions of business or professional duties of the Servicer's employees in the amount of at least $1,000,000 per claim and in the aggregate.

The Servicer shall, upon request of the Investor, furnish the Investor with certificates of insurance evidencing all required coverage.

Notice of Event of Default. At the time of the Servicer's first actual knowledge (including actual knowledge by any officer or employee of Servicer) of a Servicer Event of Default or any event or condition the occurrence of existence of which would, with the giving of notice or lapse of time, or both, constitute a Servicer Event of Default, the Servicer shall furnish Investor and Lender with prompt written notice of the occurrence of any such event of condition.

Right of Retrade to a Third Party

The Servicer, on behalf of and with the prior approval of each of the Investor and the Lender, may, with the specific written consent of the Investor and Lender, offer any or all of the Purchased Accounts for sale to a third party, provided that any sale resulting from such offering shall be subject to the approval of the Investor and the Lender and shall be subject to documentation to be executed by the Investor. As to any such sale, the Servicer shall receive an arrangement fee to be agreed upon by the Investor and the Lender of the time of, and which shall be set forth in the written consent, referenced in the previous sentence.

The Servicer shall not release or sell any Purchased Account Customer information (such as names and addresses) to any third party without the express written consent of the Investor.

(c) The Servicer acknowledges that the Investor and Lender may be offering any or all of the Purchased Accounts for sale from time to time and agrees to cooperate in those efforts.

Indemnification

The Servicer agrees to indemnify, defend and hold harmless the Investor, the Lender, their parents, subsidiaries and affiliates, and their officers, directors and employees from and against all claims, actions, suits, damages, losses (excluding lost profits and consequential damages), costs or expenses (including any and all reasonable attorneys' and experts' fees) that they might suffer, incur or be subjected to by reason of any legal action, proceeding, arbitration or other claim, whether commenced or threatened, whether or not well grounded or by whomsoever concerned, based solely on the following:

any breach of this Agreement by the Servicer or its officers, directors, agents, employees or representatives; or

any other act or omission by the Servicer, its officers, directors, agents, employees, or representatives with respect to any Purchased Account or any party obligated on a Purchased Account after the Transfer Date or any suit arising out of the Servicer's normal course of business; provided, however, that (i) the Investor or the Lender shall have notified the Servicer promptly of any such claim or action, (ii) such claims, damages, losses, costs or expenses are not attributable to any negligent act or omission by the Investor, the Lender, their parents, affiliates, subsidiaries or any of their employees or agents and (iii) the Investor and the Lender shall provide the Servicer with all information reasonably requested by Servicer and that is in Investor's possession and is necessary to prosecute its defense of the action.

The Investor will pass along to Servicer the benefits of the indemnities in the Purchase Agreement as they relate to Servicer as an assignee of Investor.

The Servicer and/or OSI shall bear all expenses in connection with and assume the defense and/or settlement of any such claim or suit. The Investor and the Lender shall have the right, at their own expense, to participate in the defense of any claim against which either party is indemnified and which has been assumed by the obligation or indemnity hereunder; the Servicer and/or OSI, in the defense of any such claim, except with the written consent of the Investor and the Lender, shall not consent to entry of any judgment or enter into any settlement that either (1) does not include, as an unconditional term, the grant by the claimant to the Investor and the Lender of a release of all liabilities in respect of such claims, or (2) otherwise adversely affects the rights of the Investor or the Lender.

Survival. The provisions of this Section shall survive the termination or expiration of this Agreement.

Confidentiality

Confidential Information. From and after the execution of this Agreement, the Investor shall keep confidential, and shall use reasonable efforts to cause its respective officer, directors, employees and agents to keep confidential, any and all information obtained from the Servicer concerning the assets, properties and business of the Servicer, and shall not use such confidential information for any purpose other than those contemplated by this Agreement; provided, however, that the Investor shall not be subject to the obligations set forth in the preceding sentence with respect to any such information provided to it by the Servicer which either (1) was in the Investor's possession at the time of the Servicer's disclosure, (2) was in the public domain at the time of the Servicer's disclosure, or subsequently enters the public domain through no act or failure to act on the part of the Investor, or (3) is lawfully obtained by the Investor from a third party. Nothing in this Agreement shall be construed to limit the Certificateholders' obligations under the separate confidentiality agreement entered into between the Certificateholders and the Servicer.

Public Announcement. Neither the Investor, the Lender, the Servicer or OSI shall make any public announcement concerning the involvement of the Servicer or the Investor in this Agreement, or to the involvement of the Investor or the Lender with respect to the Purchased Accounts, to any representative of the news media without the prior approval of each other party. Neither the Investor, the Lender, the Servicer or OSI shall make any public announcement of this Agreement which includes any mention of the Seller or Gateway to any representative of the news media without the prior approval of each of the Investor and the Lender. The parties will not respond to any inquiry from public, governmental or administrative authorities concerning this Agreement without prior consultation and coordination with each other.

Survival. The provisions of this Section 8 shall survive the termination of this Agreement.

Notices/Payments

Any and all notices/payments or other communications required or permitted under this Agreement shall be in writing and shall be delivered by Federal Express or similar carrier for delivery next business morning, addressed as follows:

If to Servicer or OSI, to:

Gulf State Credit, L.L.C.
2425 Commerce Avenue
Suite 100
Duluth, GA 30096
Attn: Bryan K. Faliero, President
(678) 417-5000
Fax: (678) 417-5074

If to the Investor, to:

Computer Finance, LLC
210 Sylvan Avenue
Englewood Cliffs, NJ
Attn: Gary Stern, Manager

If to the Lender, to:

Greenwich Capital Financial Products, Inc. 600 Steamboat Road
Greenwich, CT 06830
Attn: Legal Department

or to such address as either party shall have previously designated to the other by written notice sent by confirmed receipted facsimile or by Federal Express or similar carrier for delivery next business morning.

Entire Agreement. This Agreement, together with all Schedules and Exhibits hereto embody the entire agreement and understanding between the parties with respect to the subject matter hereof and supersede all prior agreements and understandings relating to such subject matter. The parties make no representations or warranties to each other, expect as contained in this Agreement or in the accompanying exhibits or other closing documents delivered in accordance with this Agreement. All prior representations and statements made by any party or its representatives, whether orally or in writing, are deemed to have been merged into this Agreement, except as otherwise stated in this Agreement.

Amendment. Neither this Agreement nor any of its provisions may be changed, waived, discharged or terminated orally. Any change, waiver, discharge or termination may be effected only by a writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

Severability. If any one or more of the provisions of this Agreement, for any reason, is held to be invalid, illegal or unenforceable, the invalidity, illegality or unenforceability will not affect any other provision of this Agreement, and this Agreement will be construed without the invalid, illegal or unenforceable provision.

Assignment; Successors; Third Party Beneficiaries. Except as otherwise permitted herein, this Agreement will insure to the benefit of and be binding on the Parties hereto and their respective legal representatives, successors and permitted assigns. Investor and the Lender may assign this Agreement or their rights or obligations hereunder without the consent of the Servicer. The Servicer may not assign this Agreement or its rights or obligations hereunder without he prior written consent of Lender on behalf of Investor. This Agreement shall not be construed to be a contract in whole or in part for the benefit of any Third Party.

Waiver. No failure of any party to take any action or assert any right hereunder shall be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right.

Headings. Headings are for reference only, and will not affect the interpretation or meaning of any provision of this Agreement.

Counterparts. This Agreement may be signed in one or more counterparts, all of which taken together will be deemed one original.

Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of New York, and any actions shall be brought in a court of competent jurisdiction in the State of New York.

Termination. This Agreement may be terminated, and the Investor may elect to have the Servicer terminated and replaced (i) upon the written agreement of the parties hereto, (ii) upon the occurrence and continuation of a Servicer Event of Default, (iii) after six months from the date of the Agreement as to any Purchased Accounts, (iv) after 45 days notice as to any Purchased Accounts that are delinquent for more than 180 days (on a recency basis), but Investor may not terminate pursuant to this clause (iv) as to Purchased Accounts (A) which an account debtor has agreed to make payments pursuant to a revised payment plan and is making those payments on a current basis and (b) that have been referred to counsel in accordance with the terms of this Agreement, or (v) at any time as to any Purchased Accounts that are sold by the Investor. Upon any termination of the Servicer with respect to any Purchased Accounts, the Investor may appoint a successor servicer with respect to those Purchased Accounts with the approval of the Lender. Sections 7, 8, and 18 shall survive the termination of this Agreement.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.

GULF STATE CREDIT, LLC

By  /s/ Donald P. Fitzgerald
   -----------------------------------------
Name:   Donald P. Fitzgerald
Title:  Senior Vice President

OSI PORTFOLIO SERVICES, INC.

By  /s/ Donald P. Fitzgerald
   -----------------------------------------
Name:   Donald P. Fitzgerald
Title:  Senior Vice President

GREENWICH CAPITAL
FINANCIAL PRODUCTS, INC

By  /s/ Charles A. Forbes, Jr.
   -----------------------------------------
Name:   Charles A. Forbes, Jr.
Title:  Senior Vice President

COMPUTER FINANCE, LLC

By  /s/ Gary Stern
   -----------------------------------------
Name:   Gary Stern
Title:  Manager